Notice of Annual General Meeting in GoldBlue AB (publ)

The shareholders of GoldBlue AB (publ), Reg. no 559078-0465, are hereby convened to an annual general meeting to be held on Wednesday 20 June 2018 at 01:30 pm at the Law Firm DLA Piper Sweden’s office, Kungsgatan 9 in Stockholm, Sweden.

Right to attend
To have the right to attend the Annual General Meeting, the shareholder need to be registered in the share register maintained by Euroclear Sweden AB by Thursday the 14th of June 2018 and shall notify the company of its participation no later than 05:00 pm on the 14th of June 2018. The notice shall be sent by email to douglas.adamsson@goldblue.eu or per phone +46 (0) 8-559 252 66. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, shareholdings, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors.

Shareholder with nominee-registered shares must, no later than on 14th of June 2018, via their nominee, register the shares in their own name in order to be entitled to participate at the general meeting. Shareholders requesting such registration must notify their nominee well before Thursday 14th of June 2018, when such registration shall have been executed. 

A shareholder that wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The company provides proxy form on its website http://www.goldblue.eu. 

Proposed agenda

1.     Opening of the meeting  
2.     Election of the chairman of the general meeting 
3.     Preparation and approval of voting list 
4.     Election of keeper of the minutes 
5.     Election of two persons to certify the minutes 
6.     Examination of whether the general meeting has been duly convened 
7.     Approval of the agenda 
8.     Presentation of the annual report and auditor's report  
9.     Resolutions regarding: 

a. adoption the profit and loss statement and balance sheet;
b. allocation of the Company's profit or loss in accordance with the adopted balance sheet and
c. discharge from liability for the directors and the managing director 

10.   Resolution to establish the remuneration for the board of directors and the auditor  
11.   Election of the board of directors and the auditors  

 a.   determination of number of directors
b.   election of the board directors
c.   election of the auditor
12.   Resolution on authorisation for the board of directors 
13.   Resolution to amend the articles of association
14.   Resolution on the issue of warrants
15.   Other matters
16.   Closing of the meeting


Proposals for resolutions:

Election of the chairman of the general meeting (Item 2)

Chairman Rune Loderup is proposed to be appointed as chairman of the general meeting.

Allocation of the Company's profit or loss in accordance with the adopted balance sheet (Item 9b)

The board of directors propose that the general meeting resolves that the year's result shall be carried forward and that no dividend shall be paid. 

Resolution to establish the remuneration for the board of directors and the auditor (Item 10)

The company's major shareholders propose that remuneration of SEK 120,000 shall be to the Chairman of the Board and that remuneration of SEK 60,000 shall be paid to each of the other directors. 

Remuneration to the auditors is proposed to be paid according to current approved account.

Election of the board of directors and the auditors (Item 11)

The company's nomination committee proposes that the board of directors shall consist of four members and proposes re-election of Rune Löderup, Staffan Lindgren and Jesber Ramskov Jensen. Proposals for additional members will be announced no later than one week before the meeting. The chairman Rune Löderup is proposed to be re-elected as the chairman of the board.  

The company's major shareholders propose MAZARS SET Revisionsbyrå AB, with Michael Olsson to be appointed as auditor in charge for the period until the next annual general meeting.

Resolution on issue authorization for the Board (Item 12)

The company's major shareholders propose that the general meeting resolves to authorise the board of directors, until the next annual general meeting on one or several occasions, with or without deviation from shareholders' preferential rights, resolve to issue shares, convertibles instruments and/or warrants. Payment may be made in cash and/or with a condition to pay in kind or by way of set-off.

A valid resolution by the general meeting requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal. 

Resolution to amend the Articles of Association (Item 13)

The board of directors proposes that the articles of association shall be amended regarding the share capital limits to minimum 2,800,000 SEK and maximum 11,200,000 SEK and the lowest number of shares to 30,000,000 and maximum 120,000,000.

Furthermore, it is proposed that the board of directors shall consist of at least three and no more than six members without deputy members.

A valid resolution by the general meeting requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.

Resolution on the issue of warrants (Item 14)

The company's major shareholders propose that the Annual General Meeting resolves to issue 2,400,000 warrants under the following conditions.

The right to subscribe for the warrants, with the exception of shareholders' preferential rights and free of charge will be granted to the company's wholly owned subsidiary, GoldBlue Ltd, with the right to transfer the warrants to key employees within the organization in accordance with instructions from the board of directors of the parent company. Over-subscription cannot be done.

Each warrant entitles to the subscription of one new share in the company between 1 June and 31 December 2020 at a subscription price of 5.00 SEK per share. Usual conversion terms apply to the warrants. Payment shall be paid upon transfer in accordance with the Black & Scholes valuation model.

Subscription of the warrants shall be made no later than two weeks from the resolution of the general meeting. However, the board of directors is entitled to extend the subscription period.

Shares subscribed under the warrants entitle to dividends the year in which they were registered.

With full subscription of the warrants, the Company's share capital may increase by no more than SEK 216,000, which means a dilution effect of approximately 7% of the Company's shares and share capital.

The reason for deviation from shareholders' preferential rights is to create incentives for the company's senior executives and key employees.

A valid resolution by the general meeting requires that shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.

Other:

The total amount of shares and votes in the company at the time of issue of this notice was 31,614,167 167 shares and votes.. The company does not hold any own shares.

Shareholders are informed of their right to request information at the meeting regarding conditions that may affect the assessment of a case on the agenda in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005: 551).

The company’s annual report and audit report for the financial year 2017, and the boards compete resolution, together with a proxy form, will be made available to shareholders on the Company's website (www.goldblue.eu), and will also be available in hard copy at the company’s office. Copies of the documents will be sent up on request of the shareholder. 

***** 

Stockholm in May 2018 
GoldBlue AB (publ)
Board of Directors

About GoldBlue AB (publ):

GoldBlue AB is a growing investment company with 5000 shareholders, founded in 2013 by experienced persons from the financial and gaming industry. The core business of the company consists of investing and administering shareholdings in companies, which through partners or by themselves offer igaming to end users via the internet. GoldBlue AB owns Valhalla Entertainment Ltd., which through its subsidiary operates casino games directed to the end consumers through its gaming sites. These web sites offers live streaming casino, slot machines, virtual betting and a multitude of other games.

 This information is information that GoldBlue AB (publ) is required to disclose under the EU Market Abuse Regulation MAR. The information was provided, through the contact of the above contact person, for publication 2018-05-21 at. 11:50 CET.

About Us

GoldBlue AB is a growing investment company founded in 2013 by experienced persons from the financial and gaming industry. The core business of the company consists of investing and administering shareholdings in companies, which through partners or by themselves offer igaming to end users via the internet. GoldBlue AB through its subsidiary operates the most comprehensive casino game selection online and in the mobile. GoldBlue AB target emerging markets where the great growth potentials are.

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